0001209191-11-051099.txt : 20111006 0001209191-11-051099.hdr.sgml : 20111006 20111006211658 ACCESSION NUMBER: 0001209191-11-051099 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111004 FILED AS OF DATE: 20111006 DATE AS OF CHANGE: 20111006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Henderson Raymond P. III CENTRAL INDEX KEY: 0001484561 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50784 FILM NUMBER: 111130578 MAIL ADDRESS: STREET 1: 650 MASSACHUSETTS AVE, NW STREET 2: 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKBOARD INC CENTRAL INDEX KEY: 0001106942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522081178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 MASSACHUSETTS AVE NW STREET 2: 6TH FLR CITY: WASHINGTON STATE: DC ZIP: 20001 BUSINESS PHONE: 202-463-4860 MAIL ADDRESS: STREET 1: 650 MASSACHUSETTS AVE NW STREET 2: 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20001 4 1 doc4.xml FORM 4 SUBMISSION X0304 4 2011-10-04 1 0001106942 BLACKBOARD INC BBBB 0001484561 Henderson Raymond P. III 650 MASSACHUSETTS AVE, NW 6TH FLOOR WASHINGTON DC 20001 0 1 0 0 President, Blackboard Learn Common Stock 2011-10-04 4 S 0 5000 45.00 D 98960 D Common Stock 2011-10-04 4 D 0 98960 45.00 D 0 D Stock Option (right to buy) 38.11 2011-10-04 4 D 0 29830 D 2019-02-15 Common Stock 29830 0 D Stock Option (right to buy) 37.71 2011-10-04 4 D 0 40000 D 2018-02-15 Common Stock 40000 0 D Stock Option (right to buy) 28.85 2011-10-04 4 D 0 20000 D 2017-06-15 Common Stock 20000 0 D This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 23, 2011. Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated June 30, 2011 (the "Merger Agreement"), by and among Blackboard Inc., Bulldog Holdings, LLC, and Bulldog Acquisition Sub, Inc., providing for the merger of Bulldog Acquisition Sub, Inc. with and into Blackboard Inc. (the "Merger"), in exchange for the merger consideration of $45.00 in cash per share of common stock (the "Merger Consideration"). Disposed of pursuant to the terms of the Merger Agreement. All unvested options vested in full immediately prior to the effective time of the Merger and were then cancelled in exchange for a cash payment equal to (i) the excess of (a) the Merger Consideration over (b) the exercise price per share under the option, multiplied by (ii) the number of shares of the Issuer's common stock subject to the option. /s/ Matthew Small, Attorney-in-Fact for Raymond P. Henderson III 2011-10-06